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OSS2E11 Ghostfreaked Out
Plot In a park, a boy gets stuck in a tree. Ben turns into Wildmutt to climb up and get him. The boy becomes even more scared when he sees Wildmutt. The boy turns into Ghostfreak, and soon the whole scene does, too. Ghostfreak says that he wants out. Ben wakes up and falls out of his bed. The Rustbucket is driving Gwen to a school that she wants to investigate, to Ben's displeasure. Ben is still freaked out by his Ghostfreak dream. At the school, Bancroft Academy, Gwen is worried that Ben will ruin her chances of getting in. Ben thinks that he sees and hears Ghostfreak. While walking, Ben sees his shadow momentarily turn into Ghostfreak. In the science lab, Ben sees Ghostfreak in a beaker and destroys it. Flames erupt from the Bunsen burners, breaking more beakers and setting off the fire alarm. Ben blames Ghostfreak. In the trophy room, the Circus Freaks try to steal the trophies. Ben hears glass shattering and sees the Freaks. He tries to go Heatblast, but gets Ghostfreak. Ghostfreak battles the Freaks, being more vicious than Ben usually is. Max and Gwen arrive and see Ghostfreak. Ghostfreak tells Gwen that Ben isn't there. The Freaks run away, but Ghostfreak chases them. He turns into Ben, but says that he isn't going back. When the Omnitrix times out, Ghostfreak is still there. Ghostfreak tells Ben that he was never Ben, and that an Ectonurite's consciousness exists within a strand of DNA. He pulls away his skin to reveal Zs'Skayr, his nightmarish true form. Zs'Skayr says that he needs the Omnitrix to make him whole, and that he will take over Ben's body. Ben steps into the sunlight and Zs'Skayr flees. Elsewhere, Zs'Skayr emerges and possesses a tuba player. Ben, Gwen, and Max search the campus for Zs'Skayr. Gwen thinks that Ben has gone insane. Ben notices how Ghostfreak couldn't go into the sun. Max says that he has some Plumber gear that could help. The student goes to the Freaks and says that they are his minions. They laugh at him, but Zs'Skayr comes out. Thumbskull says that he doesn't want to help Zs'Skayr, but Zs'Skayr possesses him and throws him around. Ben turns into Four Arms. Four Arms and the Tennysons confront the freaks. Zs'Skayr comes out of Acid Breath and tries o possess Four Arms, but he cannot. Max blasts Zs'Skayr with a sun gun. Zs'Skayr possesses Thumbskull to hide from it. Thumbskull and Four Arms fight, and Acid Breath joins in. Four Arms easily defeats both of them and Zs'Skayr possesses Frightwig. Frightwig and Four Arms fight, and Four Arms defeats Zs'Skayr. Zs'Skayr realizes that he needs a new host and possesses Gwen. Four Arms and Gwen fight. Zs'Skayr leaves Gwen and possesses her again. He climbs a wall and Four Arms and Max follow. Four Arms turns into Ben. Max gives Ben the sun gun. Zs'Skayr tells him to drop it or he'll throw Gwen off the wall. The Freaks arrive at the battle. Ben drops the weapon. Zs'Skayr tells the Freaks to kill Max and Gwen. Ben goes for the sun gun, but Zs'Skayr tries to possess him. Ben goes Grey Matter before he can. Grey Matter distracts the Freaks and escapes into a building. Zs'Skayr follows and the Freaks chase Max and Gwen. Max defeats Thumbskull and Gwen defeats Acid Breath. Frightwig attacks Gwen, but Max defeats her. Zs'Skayr looks for Grey Matter in the tower, and Grey Matter evades him before turning back into Ben. Zs'Skayr chases Ben around the tower. Ben pulls down some curtains, exposing Zs'Skayr to sunlight. He burns up and dies. The Freaks are arrested. Gwen doesn't think that she has a chance of getting into the school, but Ben reassures her that she doesn't need it to prove that she's smart. Impact *Ben fights Zs'Skayr for the first time *Ghostfreak exits the Omnitrix and becomes Zs'Skayr *Ben transforms into Ghostfreak for the final time in Ben 10 Characters Characters *Boy *Gwen Tennyson *Ben Tennyson *Max Tennyson *Tiffany *Security Guard *Student Villains *Zs'Skayr *Acid Breath *Thumbskull *Frightwig Aliens *Wildmutt *Ghostfreak *Four Arms *Grey Matter Category:Episodes Category:Ben 10 Episodes Category:Ghostfreak Arc